-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Ro+mEFKu0OAcxk96g8ywPQExIXTrJNy9GEcbsGxmJ+tik9icXvqFQTNeid63RuAg 3ShIggmuOWldh3hOro8eEQ== 0001005794-07-000365.txt : 20070705 0001005794-07-000365.hdr.sgml : 20070704 20070705115355 ACCESSION NUMBER: 0001005794-07-000365 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070703 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070705 DATE AS OF CHANGE: 20070705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: FIRST AVIATION SERVICES INC CENTRAL INDEX KEY: 0001025743 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT ENGINES & ENGINE PARTS [3724] IRS NUMBER: 061419064 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-21995 FILM NUMBER: 07963701 BUSINESS ADDRESS: STREET 1: 15 RIVERSIDE AVE CITY: WESTPORT STATE: CT ZIP: 06880-4214 BUSINESS PHONE: 2032913303 MAIL ADDRESS: STREET 1: 15 RIVERSIDE AVE CITY: WESTPORT STATE: CT ZIP: 06880-4214 8-K/A 1 firstaviation8ka070507.htm FIRST AVIATION SERVICES INC. FORM 8-K/A 07/05/07 firstaviation8ka070507.htm
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549
 
_______________
 

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934


Date of Report (date of earliest event reported):  July 3, 2007


FIRST AVIATION SERVICES INC.
 
Delaware
0-21995
06-1419064
(State or Other Jurisdiction
(Commission File Number)
(I.R.S. Employer
of Incorporation)
  
Identification No.)
    
15 RIVERSIDE AVE
WESTPORT CT 06880-4214
2032913303


Check the appropriate box if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


      
         
 
 
On July 5, 2007, First Aviation Services Inc. (the "Company") filed a Current Report on Form 8-K, which contained a typographical error relating to the date of delisting and deregistering in the press release furnished by the Company as Exhibit 99.1.  This Amendment No. 1 is being filed to correct said typographical error. 
 
 
 
 
Item 9.01    Financial Statements and Exhibits.
 
 
(d)
Exhibits:
 
Exhibit
Number
  
Description
  
99.1
  
Press release issued by First Aviation Services Inc., dated July 5, 2007.
  
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

      
      

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated:  July 5, 2007
FIRST AVIATION SERVICES INC.


By:  /s/  Bill L. Reznicek
Name:  Bill L. Reznicek
Title: Vice President and Chief Financial
Officer
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

 

      
 
    
 

 
EXHIBIT INDEX


Exhibit
Number
  
Description
  
99.1
  
Press release issued by First Aviation Services Inc., dated July 5, 2007.
  
 
 
 
 EX-99.1 2 firstaviation8ka070507ex991.htm FIRST AVIATION SERVICES INC. FORM 8-K/A 07/05/07 EXHIBIT 99.1 firstaviation8ka070507ex991.htm

EXHIBIT 99.1
 
FIRST AVIATION ANNOUNCES VOLUNTARY DELISTING FROM NASDAQ
AND FILING OF FORM 15 TO DEREGISTER
 
 
First Aviation Services Inc. (NASDAQ - FAVS) today notified the Nasdaq Stock Market LLC that the Company’s Board of Directors on July 3, 2007 unanimously approved the filing of a Form 25 with the Securities and Exchange Commission (the "SEC") to voluntarily delist its common stock on July 16, 2007. On the July 26, 2007 effective date of delisting, the Company will file a Form 15 with the SEC to voluntarily deregister its common stock under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company is eligible to delist and deregister because it had fewer than 300 holders of record of its common stock at the beginning of its fiscal year.
 
Upon the filing of the Form 15, the Company’s obligation to file certain reports with the SEC, including Forms 10-K, 10-Q, and 8K, will immediately be suspended. The Company expects that the deregistration of its common stock will become effective 90 days after the date of filing of the Form 15 with the SEC. While no longer required by the SEC after deregistering, the Company intends to provide quarterly and annual information regarding the Company’s performance to its shareholders. Further, the Company anticipates that after delisting from Nasdaq a secondary market will develop, which will enable continued trading in the Company's common stock under the same basic symbol. However, the Company can provide no assurance that such a market will develop.
 
The Company in making this decision is seeking to maintain secondary market liquidity and transparency for its existing shareholders. The Company believes that the incremental cost of compliance with Sarbanes Oxley and other reporting requirements does not provide any discernable benefit to the Company and can not be justified. The savings derived from this change are expected to be financially significant and will allow management to focus on delivering shareholder value.
 

About First Aviation
 
First Aviation, located in Westport, Connecticut and its principal operating subsidiary, Aerospace Products International Inc. ("API"), based in Memphis, Tennessee, with primary distribution center in Southaven, Mississippi, is one of the premier suppliers of products and services worldwide to manufacturers and aircraft operators of some of the most widely used commercial and general aviation aircraft. In addition to its parts and components supply services, API is a leading provider of supply chain management and customized third party logistics services and technology solutions, including inventory management services. API also offers overhaul and repair services for brakes, wheels and starter/generators, and builds custom hose assemblies. With locations in the U.S., Canada, Asia Pacific and China, plus partners throughout the world, API continues to be one of the premier suppliers of aviation products, supply chain management services and technology solutions in the industry.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
More information about First Aviation can be found on the World Wide Web at http://www.favs.com and http://www.apiworldwide.com.
 
Forward-Looking Statements
 
Certain statements discussed in this release constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are not statements of historical facts, but rather reflect the Company's current expectations concerning future events and results. Such forward-looking statements, including those concerning the Company's expectations, involve known and unknown risks, uncertainties and other factors, some of which are beyond the Company's control, that may cause the Company's actual results, performance or achievements, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Such risks, uncertainties and other important factors include, among others: the Company's ability to obtain parts and components from its principal suppliers on a timely basis; depressed domestic and international market and economic conditions; especially those currently facing the aviation industry as a whole, including terrorism and terrorism related impacts, the impact of changes in fuel and other freight related costs, major adverse weather related effects such as hurricanes impacting our customer base, relationships with its customers, the ability of the Company's customers to meet their financial obligations to the Company, the ability to obtain and service supply chain management contracts, changes in regulations or accounting standards, the ability to consummate suitable acquisitions and expand, the loss of the use of facilities and distribution hub in Southaven, Mississippi, significant failure of our computer systems, telephony systems or networks, efforts to comply with section 404 of the Sarbanes-Oxley Act of 2002, the Company's ability to obtain an expansion of its maximum borrowing capacity under its revolving loan facility and other items that are beyond the Company's control and may cause actual results to differ from management's expectations. In addition, specific consideration should be given to the various factors described in Item 1A, "Risk Factors", Item 7, "Management's Discussion and Analysis of Financial Condition and Results of Operations", and elsewhere in the Company's Annual Report on Form 10-K for the year ended January 31, 2007, and the various factors described in this release. The Company undertakes no obligation to update any forward-looking statements or cautionary factors except as required by law.


First Aviation Services Inc. Bill Reznicek, 901-375-2674 Chief Financial Officer


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